TERMS OF SERVICE
These Terms of Service form a legal Agreement between you and Maluuba Inc. (herein referred to as "we" or "us") with regard to an Alpha release of a Maluuba software application (herein referred to as "Software") for use on a mobile phone. By installing or using the Software you agree to be bound by these Terms of Service (“Agreement”).
Eligible Licensees. This Software is available for license solely to Users, with no right of duplication or further distribution, licensing, or sub-licensing. A User is someone who legally obtained a copy of the Software under the terms of this Agreement.
Ineligible Licensees/Non-compete. Notwithstanding any other terms in this Agreement, this License is not available to You if You and/or your employer develop, produce, sell, and/or resell a product which contains substantially similar capabilities of the Software, or, in the reasonable opinion of Maluuba, competes with any Maluuba product or technology. “Substantially similar capabilities” includes, without limitation, software and/or services that use natural language processing, personal assistant applications, scheduling and calendar applications, and the like.
A User may not use the Software to create products, technologies, software applications, web services in whole or in part, that directly compete with any Maluuba product or technology. “Competes” is defined herein as creating or distributing software or services that provide similar or same functionality as any Software or technology developed by Maluuba. Maluuba reserves the right to revoke all rights and license privileges of the User immediately upon any such infringement. Upon notice of infringement, User agrees to immediately destroy all copies of Software and remove Software and references to Software from all products, technologies and software applications.
License Grant. We grant you a personal, non-transferable and non-exclusive right to use the copy of the Software obtained via an authorized Internet link. Modifying, translating, renting, copying, transferring or assigning all or part of the Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the Software is strictly prohibited. Furthermore, you hereby agree not to create derivative works based on the Software.
Alpha release. The Software is an alpha release version and is Maluuba confidential information, including all screen shots, designs and functionality. Your license to use the Software may expire at any time and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the product that Maluuba intends to distribute. While Maluuba intends to distribute a commercial release of the Software, Maluuba reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the alpha release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.
Confidentiality. “Confidential Information” means all information, whether written or oral, and in any form, relating to the Software which is disclosed by Maluuba to the Software User, including, without limitation, designs, screenshots, software (in source or object or compiled code), program listings, data, processes, product information, new product plans, sales and marketing plans and/or programs, pricing information, and information about third party partners.
The Users agree to use the Confidential Information received hereunder solely for the purpose of evaluating the Software and for providing feedback on the Alpha release to Maluuba.
All Confidential Information is, and shall remain, the property Maluuba. Nothing herein shall be construed as granting or conferring any rights by license or otherwise in the Confidential Information except as expressly provided herein.
The User agrees not to disclose the confidential information to any third party, and agrees to use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to third parties. The mingling of the Confidential Information with information of third parties shall not affect the confidential nature or ownership of the confidential information.
Copyright. The Software is licensed, not sold. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Maluuba, and you will not acquire any rights to the Software, except as expressly set forth above.
Reverse Engineering. You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license.
Disclaimer of Warranty. The Software is provided "AS IS" without warranty of any kind. We disclaim and make no express or implied warranties and specifically disclaim the warranties of merchantability, fitness for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the Software is with you. We do not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be error-free.
Limitation of Liability. Our entire liability and your exclusive remedy under this Agreement shall not exceed the price paid for the Software, if any. In no event shall we be liable to you for any consequential, special, incidental or indirect damages of any kind arising out of the use or inability to use the software.
Updates and Upgrades. All updates and upgrades of the Software are governed by the terms and conditions of this Agreement unless a subsequent Agreement is provided.
Termination. The license is effective until terminated by You or Maluuba. Your rights under this license will terminate automatically without notice from Maluuba if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Software, and destroy all copies, full or partial, of the Software.
Third party services. The Software may enable access to Maluuba’s and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that Maluuba is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Maluuba does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Maluuba, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location or other data displayed by any Services.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services.
In no event will Maluuba be liable for the removal of or disabling of access to any such Services. Maluuba may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
Severability. If any provision of this Agreement, or portion thereof, is found to be unenforceable, such provision will be enforced to the maximum extent possible and the remainder of this Agreement will continue in full force and effect.
Jurisdiction. Any controversy arising hereunder or in relation to this Agreement shall be governed by and construed in accordance with the domestic laws of the Province of Ontario, Canada. The courts of the Province of Ontario (including the Supreme Court of Canada) shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit to the jurisdiction of such courts to finally adjudicate or determine any suit, action or proceedings arising out of or in connection with this Agreement.
Accepting the terms. In order to use the Software, you must first agree to this Agreement. You may not use the Software if you do not accept the Agreement. You may indicate your acceptance of this Agreement by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Maluuba in the User interface;
(B) by actually using the Software. In this case, you understand and agree that Maluuba will treat your use of the Software as acceptance of the Terms from that point onwards; or
(C) by signing a copy of this Agreement.